Answer ... In Slovenia, corporate and regulatory approvals for a private M&A transaction will depend on:
- the specifics of the transaction; and
- the parties involved.
Competition Protection Agency (CPA): If the transaction results in a significant market concentration or could reduce competition in the relevant market, approval from the CPA may be required.
Notification of a concentration is legally required if:
- the total annual turnover of all parties involved in the concentration exceeds €35 million; and
- the annual turnover of the acquired company together with other companies in the group in the preceding financial year on the Slovenian market exceeded €1 million.
Where a joint venture is established which performs all functions of an independent enterprise with a longer duration, notification is required if the annual turnover of at least two undertakings involved in the concentration together with other undertakings in the group in the preceding business year on the Slovenian market exceeded €1 million.
If the above thresholds are not met, the CPA may also assess a concentration if the companies involved together with other companies in their corporate group have a market share of more than 60% on the relevant market in Slovenia. In such cases, the companies involved in the concentration must notify the CPA of such the concentration within 30 days of:
- the conclusion of the contract;
- the announcement of the public offer; or
- the acquisition of control.
The CPA will assess the potential impact on competition and may impose conditions on the transaction to mitigate any anti-competitive effects.
Foreign investment review: If the transaction involves foreign direct investment (FDI) in a strategic sector above the threshold of 10%, it will be subject to FDI review by the Ministry of Economy. The rules on foreign investment reviews may change, so it is essential to check the most up-to-date regulations. Strategic sectors and industries include:
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critical infrastructure, such as:
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- energy;
- transport;
- water;
- health;
- communications;
- media;
- data processing and storage;
- aerospace;
- defence;
- electoral and financial infrastructure; and
- sensitive facilities; and
- land and real estate that is crucial for the use of such infrastructure or close to such infrastructure;
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critical technologies, including:
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- artificial intelligence;
- robotics;
- semiconductors;
- cybersecurity;
- aerospace;
- defence;
- energy storage;
- quantum and nuclear technologies;
- nanotechnologies and biotechnologies; and
- health, medical and pharmaceutical technologies;
- access to sensitive information, including personal data, and the ability to control such information;
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the supply of critical inputs, including:
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- energy and raw materials;
- food security; and
- medical and protective equipment; and
- the freedom and plurality of the media.
Transactions that are subject to FDI control cannot be closed without a positive opinion of the Ministry of Economy, which will be issued no later than two months after the initial request.
Board and shareholder approvals: The board of directors of the acquirer and the target must typically approve the transaction. Shareholder approval may also be required, especially in the case of significant transactions or changes in ownership. The specific requirements will depend on the company’s articles of association and applicable laws.
Other regulatory and sector-specific approvals: Depending on the industry and the specifics of the transaction, additional regulatory approvals may be necessary. For example, in regulated sectors such as banking or telecommunications, approval from the relevant regulatory authorities might be required.
The specific requirements and processes can vary depending on:
- the nature and size of the private M&A transaction; and
- changes to relevant laws and regulations.
It is highly recommended to consult with legal and financial advisers to ensure compliance with all necessary approvals and legal requirements.